Your Board of Directors are pleased to present the 30th (Thirtieth) Annual Report of Comfort Intech Limited ("the Company") together with the Audited Financial Statements (Standalone and Consolidated), for the Financial Year ended March 31, 2024.
1) FINANCIAL HIGHLIGHTS
The summary of Audited Standalone and Consolidated Financial performance of the Company, for the Financial Year ended March 31, 2024 is summarized as under:
|
(' in lakh, except EPS)
|
|
Particulars
|
STANDALONE
|
CONSOLIDATED
|
|
2023-2024
|
2022-2023
|
2023-2024
|
2022-2023
|
|
Revenue from Operations
|
18,485.97
|
16,412.41
|
18,599.46
|
16,412.41
|
|
Other Income
|
165.13
|
90.40
|
171.02
|
90.40
|
|
Total Income
|
18,651.09
|
16,502.81
|
18,770.48
|
16,502.81
|
|
Total Expenditure
|
17,683.72
|
15,707.96
|
17,858.43
|
15,707.96
|
|
Profit before Tax
|
967.37
|
794.85
|
912.05
|
794.85
|
|
Current Tax Expenses
|
205.85
|
184.61
|
205.85
|
184.61
|
|
Deferred Tax
|
50.81
|
23.34
|
44.79
|
23.34
|
|
Tax of earlier years
|
(6.91)
|
(0.52)
|
(6.91)
|
(0.52)
|
|
Profit for the Year
|
717.62
|
587.42
|
668.32
|
587.42
|
|
Share of Profit/ (Loss) of Associate
|
-
|
-
|
1040.06
|
114.99
|
|
Other comprehensive income/(loss)
|
1750.58
|
(31.06)
|
1755.15
|
(30.13)
|
|
Total comprehensive income/(loss) for the year
|
2468.20
|
556.36
|
3463.53
|
672.28
|
|
Earnings Per Share (EPS) (Basic & Diluted)*
|
0.22
|
0.18
|
0.54
|
0.22
|
*Note: After quarter ended 31st March 2023, the equity shares of the Company were sub-divided such that each equity share having face value of ' 10/- (Rupees Ten only) fully paid-up, was sub-divided into ten (10) equity shares having face value of ' 1/- (Rupee One only) each, fully paid-up with effect from March 24, 2023 (Record Date). Therefore, the Earnings Per Share (EPS) for the financial year ended 31st March, 2023 have been restated to give effect of the share split.
2) FINANCIAL PERFORMANCE
The standalone and consolidated financial statements of the Company for the year ended March 31, 2024 have been prepared in accordance with Indian Accounting Standards (IND-AS), as per the relevant provisions of sections 129 and 133 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which have been reviewed by the Statutory Auditor of the Company.
During the year under review, your Company's total revenue from operations on standalone basis increased to ' 18,485.96 lakh as compared to ' 16,412.41 lakh in the previous financial year. The Total Comprehensive Income increased to ' 2468.20 lakh as compared to ' 556.36 lakh in the previous financial year.
During the year under review, your Company's total revenue from operations on consolidated basis increased to ' 18,599.46 lakh as compared to ' 16,412.41 lakh in the previous financial year. The Total Comprehensive Income increased to ' 3463.53 lakh as compared to ' 672.28 lakh in the previous financial year.
In accordance with Ind AS 108, the Company has disclosed the segment information in the statement of audited standalone and consolidated financial statements.
In accordance with the provisions contained in section 136 of the Act and Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing Notice of the Annual General Meeting ("AGM"), Standalone and Consolidated Financial Statements, Standalone and Consolidated Cash Flow Statement, Report of the Auditors' thereon, Directors' Report, Corporate Governance Report and the same is also available on the website of the Company at www.comfortintech.com. Further, a detailed analysis of Company's performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual Report.
3) DIVIDEND
The Board of Directors has recommended a final dividend of ' 0.07/- per equity share of ' 1/- each, i.e. equivalent to 7% on the paid up equity share capital of the Company for the financial year ended March 31, 2024 at their Meeting held on July 29, 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.
4) TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND CONCERNED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
Pursuant to Section 124(5) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force), that the Company is required to transfer the amounts of unpaid dividend remaining unpaid and unclaimed for a continuous period of seven years from the date of transfer of such amount to Unpaid Dividend Account to the Investor Education and Protection Fund ("IEPF") Authority. Further, pursuant to section 124(6) of the Act read with the Rules requires that all shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to the IEPF Authority along with statement containing such details as may be prescribed.
The Company transferred the unclaimed and unpaid dividend of the financial year 2015-16 from its Unclaimed Dividend Account to Investor Education and Protection Fund (hereinafter referred to as "IEPF") on December 01, 2023. Further, all the shares in respect of which dividend remaining unpaid/unclaimed were also transferred to IEPF Authority. Those Members whose unclaimed and unpaid dividend from financial year 2015-16 or before & underlying shares are transferred to IEPF may claim the same from IEPF Authority.
No claim shall lie against the Company in respect of unpaid/ unclaimed dividend amount and the underlying equity shares transferred to the IEPF including all benefits accruing on such shares, if any and same can be claimed from the IEPF Authority by making an application in Form No. IEPF-5 and after following the procedure prescribed in the Rules, details of which are available on the website of the IEPF Authority http://www.iepf.gov.in.
5) SHARE CAPITAL
The issued equity share capital of your Company as on March 31, 2024 was ' 31,99,71,540 (Rupees thirty-one crore ninety-nine lakh seventy-one thousand five hundred and forty only) divided into 31,99,71,540 equity shares of ' 01/- each and subscribed and paid-up equity share capital of the Company as on March 31, 2024 was ' 31,99,38,080/- (Rupees Thirty-One Crore Ninety-Nine Lakh Thirty-Eight Thousand and Eighty only) divided into 31,99,38,080 equity shares of Re. 01/- each.
During the financial year under the review, there was no change in the share capital of your Company except that all the existing one
(1) equity share of the Company having face value of ' 10/- (Rupees Ten only) were sub-divided into ten (10) equity shares of face value of ' 1/- (Rupee One only) each, fully paid-up, ranking pari-passu in all aspects and without altering the aggregate amount of paid up share capital.
Further;
? The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of section 54(1) (d) of the Act read with rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;
? The Company has not issued any shares with differential rights and hence no information as per provisions of section 43(a)(ii) of the Act, read with rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;
? The Company has not granted employee stock options as per provisions of section 62(1)(b) of the Act, read with rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014;
? During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to section 67(3) of the Act, read with rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;
6) TRANSFER TO RESERVES
The Company does not propose to carry any amount to general reserves. The closing balance of the retained earnings of the Company for Financial Year 2023-2024, after all appropriation and adjustments was ' 10,098.20 lakh.
7) LISTING WITH THE STOCK EXCHANGE
Your Company's equity shares are listed on the BSE Limited. Accordingly, the Annual listing fees for the financial year 2023-24 and 2024-25 has been paid to the said stock exchange.
Further, post financial year, the Board of Directors of your Company at their meeting held on May 28, 2024 approved listing of its existing equity shares on National Stock Exchange and accordingly your Company is in the process of complying with the same.
Further, your Company has now been classified under list of top 2000 listed Companies on BSE Limited based on Market Capitalisation as on March 31, 2024.
8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company has One (1) Subsidiary Company namely, Liquors India Ltd and Two (2) Associate Companies namely, Lemonade Shares & Securities Private Limited and Comfort Securities Limited and has no joint venture within the meaning of 2(6) of the Act as on March 31, 2024.
During the year under review, the Company has made an investment in equity shares of Liquors India Ltd offered through the Right Basis and pursuant to the said Investment, Liquors India Ltd, which was earlier your Company's Associate Company within the meaning of Section 2(6) of the Act became Subsidiary of the Company within the meaning of Section 2(87) of the Act.
Further, there has been no material change in the nature of the business of the Subsidiary and Associate Companies during the year under review.
Pursuant to section 129(3) of the Act, a statement containing the salient features of the financial statements of the Subsidiary and Associate companies in prescribed Form AOC-1 is annexed as "Annexure I" to this report.
9) DEPOSITS
Your Company has not accepted any public deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposit was outstanding as on the date of the Balance Sheet.
10) MATERIAL CHANGES AFFECTING THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report. It is hereby confirmed that there has been no change in the nature of business of the Company.
11) CORPORATE GOVERNANCE
The Company has devised proper systems to ensure compliance with all the applicable provisions and that such systems are adequate and operating effectively. Pursuant to Regulation 34(3) read with Schedule V(E) of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a declaration with respect to the compliance with the Code of Conduct duly signed by the Chief Executive Officer and a Certificate from Practicing Company Secretary confirming compliance, forms an integral part of this Annual Report.
12) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL'S
I. Board of Directors
The Board of Directors is an apex body constituted by the shareholders for overseeing the Company's overall functioning. The Board provides strategic direction and leadership and oversees the management policies of the Company and their effectiveness, looking at long-term interests of the shareholders and other stakeholders.
The Board of Directors of the Company consists of professionals from varied disciplines. The day-to-day management of the affairs of the Company is entrusted with the senior management personnel.
The Composition of the Board of Directors is in conformity with section 149 of the Act and Regulation 17 of the SEBI Listing Regulations.
Following were the Directors as on March 31, 2024:
|
Sr. No.
|
Name of the Directors
|
DIN
|
Category
|
|
1
|
Mr. Ankur Agrawal
|
06408167
|
Non-Executive- Non-Independent Director, Chairperson
|
|
2
|
Mr. Devendra Lal Thakur
|
00392511
|
Non-Executive- Independent Director
|
|
3
|
Mr. Milin Ramani
|
07697636
|
Non-Executive- Independent Director
|
|
4
|
Mrs. Apeksha Kadam
|
08878724
|
Executive Woman Director
|
a. Changes in Directors:
(1) Cessation/ Resignation:
During the year under review, there was no instance of cessation/resignation by any of the Directors of the Company.
(2) Appointment/Re-appointment:
During the year under review, there was no instance of appointment/ re-appointment of any of the Directors of Company.
However, post financial year, the Board of Directors at their meeting held on May 28, 2024, on the basis of recommendation from the Nomination and Remuneration Committee, appointed Mr. Hiten Shah (DIN: 02185059) and Mr. Vibhor Kala (DIN: 05214038) as an Additional Directors of the Company in the capacity of Non-Executive Non Independent Director for the term of five (5) consecutive years subject to the approval of Members at the ensuing General Meeting.
Further, Mr. Milin Ramani (DIN: 07697636) will complete his first term of appointment as an Independent Director of the Company on June 28, 2024. Based on the recommendation of the Nomination and Remuneration committee, the Board at its meeting held on April 25, 2024 approved the reappointment of Mr. Milin Ramani as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from June 29, 2024 till June 28, 2029, subject to approval of the shareholders in ensuing AGM. Mr. Milin Ramani has confirmed that he meets the criteria of 'independence' under Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations.
The proposal for appointment of Mr. Hiten Shah and Mr. Vibhor Kala and re-appointment of Mr. Milin Ramani as an Independent Directors of the Company is included in the Notice convening ensuing AGM of the Company along with the Explanatory Statement as required under Section 102 of the Act. Proposed Independent Directors comply with the requirements of Stock Exchange circular No. BSE/LIST /COMP /14/2018-19 dated June 20, 2018.
(3) Director liable to retire by rotation:
Pursuant to provisions of section 152(6) of the Act, Mrs. Apeksha Kadam, Executive Women Director, retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mrs. Apeksha Kadam.
Brief profile of all the directors who are being appointed or re-appointed at ensuing AGM as required under Regulation 36(3) of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings is provided separately by way of an Annexure to the Notice of the ensuing AGM which forms part of this Annual Report.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, perquisites and reimbursement of expenses incurred by them, if any, for the purpose of attending meetings of the Board / Committees of the Company.
None of the directors are disqualified for being appointed as the Director of the Company in terms of Section 164 of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has received the necessary declarations from all the Directors as required under the Act and SEBI Listing Regulations. A certificate on non-disqualification of directors is obtained by the Company from Secretarial Auditor and same is annexed to the Corporate Governance Report which forms part of this Annual Report.
II. Key Managerial Personnel
Following were the Key Managerial Personnel's (KMP) as on March 31, 2024 pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|
Sr. No.
|
Name of the KMP
|
Designation
|
|
1.
|
Mr. Anil Agrawal
|
Chief Executive Officer
|
|
2.
|
Mr. Kailash Purohit
|
Chief Financial Officer
|
|
3.
|
Mrs. Nidhi Grover
|
Company Secretary & Compliance Officer
|
There were no changes in KMP during the year under review.
III. Director's Evaluation
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance with an aim to improve the effectiveness of the Chairperson, Board Committees, individual director and the Board as whole.
The Company has formulated a policy for performance evaluation of the Independent Directors, Board committees, other individual Directors and Board as a whole, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors based on the recommendation of the Nomination & Remuneration Committee and Guidance Note on Board Evaluation issued by the SEBI.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
Pursuant to Regulation 17 (10) of the SEBI Listing Regulations the performance evaluation of the Independent Directors was carried out by the entire Board, in their meeting held on January 20, 2024, excluding the independent director being evaluated.
Further, in a separate meeting of Independent Directors held on January 20, 2024, the performance evaluation of the Board as whole, Chairperson of the Company and the Non-Independent Directors was evaluated, and they assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board. The performance evaluation of the Chairperson of the Company was carried out by the Independent Directors, considering the views of the other Executive and Non-Executive Directors.
IV. Declaration by Independent Directors:
The Company has received the necessary declarations from all the Independent Directors under section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, that they meet the criteria of Independence laid down in section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, all the independent directors are registered with data bank maintained by the Indian Institute of Corporate Affairs ("IICA"). The Independent Directors have confirmed that they are not aware of any circumstances or situation, which exists or reasonably anticipated that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence.
The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, hold highest standards of integrity and are Independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at http://www.comfortintech.com/Investorrelation.
Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.
V. Familiarization program for Independent Directors:
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a system to familiarize its Independent Directors. All Board members of the Company are invited to familiarize themselves with the Company, its management, its operations and above all, the industry and issues. Separate sessions are organized during the year with domain experts to enable Board members to update their knowledge of the sector. Details of the familiarization program on cumulative basis are available on the Company's website at http://www.comfortintech.com/Investorrelation.
The familiarization program aims to provide the Independent Directors their roles, responsibilities in the Company, nature of the industry, business model, processes, policies and the technology and the risk management systems of the Company, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in timely manner. The Company conducted 1 program during the Financial Year 2023-24 and the time spent by Independent Directors was in the range of 2 hours. The cumulative programs / meetings conducted till date were 8 and the time spent by Independent Directors was in the range of 14 hours. The policy on Company's familiarization program for independent directors is hosted on the Company's website at http://www.comfortintech.com/Investorrelation.
VI. Board and Committee Meetings:
During the financial year 2023-24, four (4) Board Meetings and twelve (12) Committee Meetings were held. The Board has established following three mandatory Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:
a. Audit Committee;
b. Nomination and Remuneration Committee;
c. Stakeholders' Relationship Committee;
Further, the Company also has one (1) non-mandatory Committee, i.e. Operations Committee to deal with the matters relating to frequent banking and day-to-day business affairs. The details of the Board and its Committees along with their composition, meetings held during the year are given under Corporate Governance Report forming part of this Annual Report.
13) AUDITORS
a. STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended, at the 28th AGM held on September 29, 2022, the Members of the Company approved the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants (FRN 110324W), as the Statutory Auditor of the Company for a further period of 5 consecutive years to hold office from the conclusion of the 28th AGM till the conclusion of the 33rd AGM to be held in the year 2027.
M/s. A. R. Sodha & Co., Chartered Accountants has audited the books of accounts of the Company for the financial year ended March 31, 2024 and have issued the Auditors' Report thereon. The report provided by the Statutory Auditor along with the notes is enclosed with the Financial Statements. There are no Qualification, Reservation or Adverse Remark in the Auditors' Report for the financial year ended March 31, 2024, which require any explanation from the Board of Directors.
Further, the Statutory Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, the Statutory Auditor was present at the last AGM.
b. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries (Membership No.: F10070; Certificate of Practice No.: 12891), as Secretarial Auditor of the Company for the financial year 2023-24 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3.
There are no Qualification, Reservation or Adverse Remark in the Secretarial Auditor's Report for the financial year ended March 31, 2024 which require any explanation from the Board of Directors. The report of the Secretarial Auditor for the financial year 2023-24 is annexed as Annexure II to this report. Further, the Secretarial Auditor was present at the last AGM. Further, the Secretarial Auditor of the Company has not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
c. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. ASHP & Co., Chartered Accountants, Mumbai as an internal auditors of the Company for the financial year 2023-24. Their report is reviewed by the Audit committee from time to time.
d. COST AUDITOR
Provisions of section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost records and Audit) Rules, 2014 requiring maintenance and audit of cost records and appointment of cost auditor is not applicable to your Company.
14) NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for Directors and Senior Managerial Personnel in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations which is as approved by the Nomination and Remuneration Committee and the Board.
The Committee periodically reviews the composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.
The policy is available on the website of the Company at web link: https://www.comfortintech.com/ Investorrelation. The detailed policy aspects are mentioned in the Corporate Governance Report forming part of this Annual Report.
15) RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions entered are at an arm's length basis and in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for Related Party Transactions which are of a repetitive nature. All related party transactions are placed before the Audit Committee and Board of Directors for their review on quarterly basis.
Further, details of the material related party transactions under Section 188 (1) of the Act, as required to be disclosed under Form AOC-2 pursuant to Section 134 (3) of the Act is attached as Annexure III. Further, details of the Related Party Transactions are also provided in the accompanying Financial Statements which form part of this Annual Report.
The Company has put in place a policy for related party transactions ("RPT policy") which has been reviewed and approved by the Audit Committee and Board of Directors respectively. The RPT policy provides for identification of related party(ies) and related party transactions, materiality of related party transactions, necessary approvals by the Audit Committee/Board of Directors/ Shareholders for related party transactions, subsequent material modification thereof, reporting and disclosure requirements in compliance with the provisions of the Act and the SEBI Listing Regulations.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has timely filed the half yearly reports on related party transactions with the Stock Exchange.
The said RPT policy and Report has also been uploaded on the website of the Company and can be accessed at the following link: http://www.comfortintech.com/Investorrelation.
16) WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy and has established Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspect fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides adequate safeguards against victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee. The Audit Committee oversees the functioning of this policy.
During the financial year 2023-24, no cases under the mechanism were reported and no personnel of the Company have been denied access to the Audit Committee.
Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which forms part of this Annual Report and are also made available on the Company's website at http://www.comfortintech.com/Investorrelation.
17) PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to upheld and maintain the dignity of woman employees and to provide a safe and conducive work environment to all its employees and associates working in the Company.
Your Company has put in place a Policy for prevention of Sexual Harassment of woman at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Further, an Internal Complaints Committee (ICC) has been set up under the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during the year:
|
Particulars
|
No. of Complaints
|
|
Number of complaints pending at the beginning of the year, i.e April 01, 2023
|
Nil
|
|
Number of complaints received during the year
|
Nil
|
|
Number of complaints disposed of during the year
|
Nil
|
|
Number of cases pending at the end of the year, i.e. March 31, 2024
|
Nil
|
18) ANNUAL RETURN
Pursuant to section 92(3) and section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 as amended, the Annual Return of the Company for financial year 2023-24 is available on Company's website at http://
www.comfortintech.com/ Investorrelation.
19) DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
vi. They had devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
20) MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e) of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations / performance of the Company's various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2023-24.
21) REMUNERATION TO DIRECTORS, PARTICULARS OF EMPLOYEES AND HUMAN RESOURCES (HR)
Your Company had 8 employees as on March 31, 2024. The statement containing particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the employees were in receipt of remuneration above the limits specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section 197(12) of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure IV of this report.
22) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems, work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year under review. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
23) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The operations of your Company are not energy intensive and hence, disclosure pursuant to the provisions of section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environmentally friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy.
The Company's operations do not require significant import of technology.
24) FOREIGN EXCHANGE EARNINGS AND OUTGO
Details of foreign exchange earnings and outgo required under section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are as under:
|
Particulars
|
Year Ended March 31, 2024
|
Year Ended March 31, 2023
|
|
Foreign Exchange Used
|
-
|
-
|
|
Foreign Exchange Earned
|
-
|
-
|
25) CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Corporate Social Responsibility ("CSR") initiatives and activities of the Company are aligning with the requirements of Section 135 of the Act and Rules made, Circulars, Notifications made/ issued thereunder.
The amount required to be spent by the Company on CSR during the financial year 2023-24 does not exceed fifty lakh rupees and accordingly all the functions of CSR committee are discharged and approved by the Board of Directors of the Company.
During the Financial Year 2023-24, the Company has identified rural development projects as the focused area for its CSR activity (ies). The Company has also in place a CSR Policy as approved by the Board and the same is available on the Company's website: http://www.comfortintech.com/Investorrelation.
Further, Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for Financial Year 2023-24. The detailed CSR Report in prescribed form is annexed to this Report as Annexure V.
26) RISK MANAGEMENT
Your Company has established a Risk Management Policy to systematically identify risks inherent in its business operations. This policy provides guidelines for defining, measuring, reporting, controlling, and mitigating identified risks.
Risk management is considered an integral part of every employee's role, emphasizing proactive identification and mitigation of risks. The Board periodically reviews the business plan and develops a comprehensive Risk Management Strategy in consultation with Audit Committee. This strategy encompasses guiding principles for proactive planning to identify, analyze, and mitigate all material risks, including those external and internal, such as Environmental, Business, Operational, Financial, and others.
27) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of Loans, Guarantees and Investments covered under Section 186 of the Act forms part of the notes to the financial statements provided in this Annual Report.
28) CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER CERTIFICATION
The Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have certified to the Board about compliance by the Company in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations for the Financial Year ended March 31, 2024, and the same forms part of this Annual Report.
29) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the Financial Year 2023-24, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and operations of the Company in the future.
30) SECRETARIAL STANDARDS
Your Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
31) GENERAL DISCLOSURE
? There has been no change in the nature of business of the Company;
? There was no revision in the financial statements;
? During the year under review, no funds were raised through preferential allotment or qualified institutional placement.
? During the year under review, the Company has not made any application under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;
? During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.
32) ACKNOWLEDGEMENTS
Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees as well as the various Government Departments, Banks, Distributors, Suppliers, other business associates and other stakeholders towards the conduct of efficient and effective operations of your Company.
|